Think Lovely Thoughts
by hashtaghusky
Summary: Neverland is a place where new dreams are born and old memories fade, ruled by a single boy who refuses to grow up. In a land without magic, that might not be an option anymore for Peter Pan. Set just before the end of EP11S3. Emma/Pan-centric. Spoiler alert: UST ahead
1. Chapter 1

**_I always loved Once Upon a Time for their memorable characters and Pan was one of the best. Season 3 was never enough for me and it's ending mid-season, though enjoyable, was not quite what I expected Pan's story to be. I think it's time we have a story that dives deeper into the mind of the leader of the lost boys and see just what it is that makes the father of The Dark One so... repulsive and alluring._**

 ** _I hope you enjoy what I have in store for you. ~#Husky_**

 _| Prologue |_

 _Tick tock_

 _Tick tock_

 _Tick tock_

 _Tick tock_

 _Tick… tock…_

 _Tick..._

Why is the sound of a clock soothing to some and an irking to others?

How can something as simple as the tick of a hand drive some men to madness and others to sleep?

Take a hum now. Is that not as rhythmic as a chime? Go on and take a baby in a pram too- would he find the humming, as from a mother's gentle lips, any less comforting as an adult in the same scenario? Yet he stands alone now, in the middle of that same park which his mother used to always hum him to sleep in when the day grew too old and the wind blew soft. He does hear the sound still, but it does not carry the same simple tune. Sleep does not come, nor comfort, not joy, nor patience: only remembrance- only pain.

Time works in strange ways. And much like the hum, from mother or distant humming bird, it stays with us. Inside the mind, inside the thoughts- inside the memories. Time makes us remember, but, it can also make us forget. Forget who we were, who we are and who we are meant to be. But time does not stand alone: fate accompanies her. Through birth unto death- as all things have to end which begin –the destiny of each living thing has been written upon an invisible map. Some can read it, some can even change it. Who? Well, the authors of Fate. There are many, each assigned to their own realm, but they, too, can be changed. And how does one become the author of another's fate? Like all the assigned roles, they must be chosen. But first, they must be worthy. Then: they must be willing and prepared to face the consequences of their choices.

One man- or should I say, one boy, made that his life-long goal. But he not only changed his fate, but also that of the other lives around him. For better or for worse, you might ask? Well, that comes with its' own blurred complexities. The real question should not be whether it was good or bad, but rather, whether it was worth the cost that ultimately had to be paid.

Malcolm, or as you know him as, Peter Pan, has answered that question. That, along with the call of his own destiny (which, ultimately, can _never_ be abstained), was put to two very important tests. First, the test of courage and second, the test of sacrifice.

Two things that dear, foolish Pan never possessed growing up. In fact, no one knew that misfortune more than the very boy whose existence would become his greatest fear and greatest strength.

You might be wondering by now who I am, but you already know me- all children do. Do not deny it, though we say we are grown up, the truth is: no one ever leaves their innocence- they only try to pretend it doesn't exist anymore.

All can be converted back to their original state. And you, my dear reader, have lost your innocence but I am here to show you that not all innocence is lost. Not entirely. There is a way to learn how to fly again.

As long as one continues to _think lovely thoughts_.


	2. Chapter 2

The group of heroes stood in the middle of Storybrooke Maine, as frozen as the little town had stayed for twenty-eight years before Emma Swan broke the curse.: a curse that was now about to be repeated, but by a very different villain, one with nothing to lose but his own heart.

"Look at you all- a captive audience! I could play with you like a pack of dolls, couldn't I?" The devilish one known as Peter Pan proclaimed, eyes flitting around the imprisoned family.

The most endangered of them all, Henry, stood in the middle, shielded by the arms of his biological mother whose stare seemed to burn even in paused motion. Pan's disdain boiled as the back of his mind hissed at him. _Remember the heart…_ How could he forget it? The ticking time-bomb that was his own non-immortal heart was beating inside his own chest, ever reminding him of his long-awaited goal. A goal that was of course ruined by the very heroes before him.

But that could wait, the anger within him was directed now more to the core of his heart's desires: Rumplestilskin's happiness.

"I think I'll start with these two." He strolled like a customer in a car shop up to the two prized persons, Belle and Baelfire (or as he was daintily calling himself: Neal). The very two subjects of his weak son's obsessions. The reasons he lived and breathed still, after all these years.

With eyes like green poison, Pan looked at the two innocents, the piece of paper which was the second curse in his hands. "You both look so adorable… It's hard to tell which one to to kill first." The words fell lightly from behind the malicious smirk. All the while the group could only stare in sheer determination and disgust as time ebbed by over their still frames.

In short contemplation, the tall phantom's smile seemed to sink like a ship being pulled by monsters as he realized the very one he knew he hated most in that moment.

"No, no it isn't. You, you first." His glare fell upon his grand-son Neal, thinking of all the reasons why he was worthy of the dagger first. Not only was he the product of a son that he abandoned, but he was the product of a father who also abandoned him! And look at what had come of it too: another son who was forced to live apart from his true mom in the hands of a murderous (no regrets) Evil Queen!

It seemed that his dynasty was forced to repeat it's fair share of daddy abandonments. And besides: Peter never liked the idea of being a grandfather (much less a great-grandfather) anyway. Made him sound so much older than he was trying to be.

"Stay away from them!" A growl from behind and a hand at his shoulder caused Pan to swerve around, barely surprised to see his first generation child standing before him once more.

"Oh look, the villain-playing-hero here to save the day!" He chuckled darkly, wearing the hat of nonchalance as he gestured to the stringed audience. "What, are you here to protect your wubbed ones?" His eyebrows raised at the older-looking man.

"You aren't going to lay a finger on either one of them." Rumple said, flicking his wrist, at once releasing the spell from the group. Pan's eyes widened slightly.

When he saw the blood he knew.

"My, my! I didn't think you'd ever have it in you laddy." Pan cried, attempting to fend the edge of worry from his brow as he took a step away, his eyes switching over to catch the fire of many, but the one that steeled him was the pair with the blue orbs.

"Consider us even." Rumple spoke past Pan, looking toward the pirate who looked solemn (and perhaps a bit impressed) as he nodded toward his ex-enemy. Pan bristled.

"My move then." The teen withdrew back and pushed with his magic, sending Rumple and half the group backwards.

"Henry!" Regina screamed.

"Get the curse!" Someone yelled.

Pan's eyes flashed in a mixture of anger and alarm as he stumbled backwards, starting to realize how weak his magic was. Now that he was in the real world he couldn't fly either and that meant doing what he did best: running.

Taking a turn, Pan began to step forward but found himself suddenly being grabbed from behind by two small hands. He swerved around and saw, to his brief astonishment, Henry holding onto his shoulders and tugging with all his might.

"Liar! Give up the curse, Pan!" Henry shouted, his pulls becoming increasingly annoying but not painful as the stronger boy wrestled with him until he had him pinned to the ground.

"Insufferable nat! I'll have your heart yet!" Pan whispered fiercely, standing up and dusting himself off. When he looked up however he saw a flash of red and white and then he was down again, feeling pain on his left jaw.

"Get the hell away from our son!" Emma stood tall infront of Henry and a comforting Regina who leaned over the boy. Pan rolled his eyes but winced. Damn, that was quite a swing!

"Oh ho, _our_ son, is it now? I didn't take you for the type Saviour. Quite a shame really." He smirked as Emma's eyes widened at the implication before dodging to the left when suddenly another foe came upon him.

This time it was Hook swinging his, well, hook, at him. Pan would have laughed at the attempt if it wasn't for the fact it nearly punctured him in the neck.

"Eight against one, that isn't fair." Pan shook his head in disapproval, his eyes flicking to Emma. "Bad form." In response, Emma raised up something foreign to Peter and pointed it at him. At once, however, he knew it was something that probably wasn't good for him.

In natural resistance, Pan smirked a daring smirk and lifted up his hands.

"The curse… it's-"

"Gone?" Peter shrugged. "Must have dropped it." He savored the confusion that followed and didn't take his eyes off Emma as she lowered the gun briefly. His chance.

Using the last bit of energy he had, Pan blinked, teleporting to the tip-top of the Clock Tower, holding onto the slip of paper once more, having hid it before. "Tick Tock!" He shouted down, his eyes bright as he opened the scroll.

"Pan! Don't do it! You have no idea what kind of magic you're about to meddle in!" Regina yelled up, holding onto Henry as she desperately looked toward a limping, one-handed Rumple.

"Gold! Do something, it's your dad! Can't you reason with him?" Snow asked, holding onto Charming as Rumple breathed heavily from his wound.

"There's no point. He wouldn't reason with God, the stubborn bastard."

Emma stared defiantly up at the silhouetted demon, fists clenching as she closed her eyes and thought fast. She had to do something!

And so with a great shaky breath, Emma put up her gun and raised her hands. Slowly the clouds around them started to brighten in a golden orange and the wind picked up. Pan was so caught up in reading the curse that he didn't notice.

"Emma?"

"What are you d-" But the words fell short as a great spell started to cast, opening up a wide dome in the sky near the clock tower. A blackhole of gold dust started to swirl until Pan was forced to look up and see where the radiation was coming from. Without warning he started to lift off the ground and go toward the light until he became trapped like a hamster within a ball of gold light. With anger he tried to hit the shield but there was no use. He was frozen with the curse in his right hand.

Emma's concentration became free as she dropped her hands and looked straight to the door of the tower. The only thought in her mind was that she needed to get that stupid curse away from the psycho teenage brat.

Within seconds she was at the window-pane of the Clock face and stepping out onto the ledge. All the while the heroes below stood and gaped, too afraid and shocked to do anything but wait and hope.

Pan's eyes glowed in rage and defiance as he concentrated to get the curse to his eye-level. With strained stare it slowly came infront of him, just as Emma stretched out her hand…

"Don't!" Emma yelled, just out of reach as Pan felt the orb's power draining around him and his strength returning.

The sudden gravity shift made Pan forget everything for a moment as he started to fall. But just as he thought it was no good, he felt a hand reach out and grab his arm.

Looking up in great surprise he saw Emma Swan saving his life.

"What are you doing!?" Pan yelled up, completely vulnerable as he dangled there like a Christmas ornament from the high tower.

"Being a decent person!" Emma shouted back, her emotions strained as she gulped hard. "Drop the curse!" She demanded, her grip hardening as she tried to hold his frame.

Pan's eyes grew weary briefly before turning hard, he knew what was happening. "Are you making a deal with me Saviour?" He would have laughed if he wasn't terrified of losing his life from a mere fall.

"Take it or leave it Pan, along with your precious, screwed up, deranged life I'm trying to save here!" She looked desperate and Pan didn't understand why- that is, why she was even giving him the chance of a life at all.

"You'll have to do better than that, Orphan!" He cried stubbornly, smirking briefly before glancing behind him, seeing the steep fall and small people beneath. Okay, maybe he should rethink this deal… and fast!

"Seriously? Are you that stubborn!" Emma felt her hold of him slipping.

Did she really have to ask? He was a teenager after all.

"Argh!" Pan's eyes closed as he forced himself to make the choice he knew he would regret.

And fell.


	3. Chapter 3

Emma knew she was being reckless.

Oh, who was she kidding? She was always being reckless. Her life as an orphan made her to be that. Or maybe the fact she's the product of two fairy tale characters. We'll just go with the first one.

Either way, her decision was done and now here she was teetering over the edge, hand stretched out trying to save some punkass kid who doesn't like to share anything, let alone a curse that will do God knows what to this town.

"No!" Emma's eyes widened as she watched as Pan let go. She expected it though, he would just fly and get away and then what? But wait, no he wasn't! So much for faith and trust.

She couldn't help but feel fearful as she watched the skinny boy plummet to his demise. Sure it would be good for them (the good guys) but still, seeing him as he was (currently)- a child. Surely he didn't deserve to die, right?

Before Emma could contemplate the morality of that, there was a sudden blinding flash of blue light. It caused her to squint her eyes, unable to see her friends and family below and only the falling silhouette of Pan and now this strange anomaly.

"What the hell is th-?" Before she could finish that question she felt a force behind her, warm and cold at the same time, push at her buttocks and before she knew it she was falling too.

"AhhH!" She screamed, trying to twist her body as it fell and take hold of something. But it was too late, she was falling fast and soon she would be nothing but paste on the pavement below. Emma at least was glad she had rid the town of a crazy psychopath. Or so she thought.

 _Goodbye Storybrooke_ She thought for the last time, closing her eyes as she let the wind engulf around her and waited for the end.

 _Splash!_

When she struck the "ground" she hadn't expected it to be this wet, or, infact, an ocean. Which is exactly what she had landed in?

Opening her eyes, Emma grasped underwater, in her shock not realizing and taking in a big gulp of liquid. She tried to cough but it only got worse, her eyes squinted shut as she pounded away with her feet, trying to reach the surface. At least, she hoped there was a surface. Maybe this was what hell felt like?

Suddenly her vision, though blurry, was filled with waves and a dark blue sky. She coughed again and this time water spluttered out of her mouth and she was relieved. But it only stayed a while until she realized her predicament.

Confusion swept over her as she floated in place, being rocked occasionally by the moving waves. She tried to see out but it was so dark save for the few dimly lit stars up above. Emma tried to think. What happened? This wasn't Storybrooke, was it? Did Pan's curse turn everything into ocean or something?

When she thought of the boy she bristled and became fearful again. Where was Pan anyhow? Surely if she didn't go splat he didn't either.

With determination in her eyes, Emma started to swim in a random direction, hoping she would eventually hit some form of land and perhaps, there, Pan.

But before she could move another inch she suddenly felt something grab her beneath the water. With a quick breath, Emma braced herself as she was pulled under by a strong force. Her fear and determination were matched as she desperately kicked and twisted to get whatever it was that was holding her away. That was when she saw it: the shadow of a boy.p

Though it was dark underwater, she couldn't mistake the shape it took as the dark form of him came into her vision.

Her fear diminished somewhat to be replaced only with more confusion as she tried to kick again, but to no avail. He was like a vice as he held onto her side, not letting go without more of a fight that Emma was quickly losing. Instead, she used the rest of her energy to get up to the surface once again.

Two gasping figures now floated awkwardly in the water. That of Emma and to her much to little surprise: Peter Pan.

She would have screamed if not for fear of getting more water in her lungs. Not in terror, no, far from it. She was angry.

"What the HELL are you doing!?" She swung her head so she could get a look at the drenched boy who could only hold on tighter, managing to choke Emma some. He was now clinging to her neck and back.

Wait, was he… could he not swim?

 _Oh man_ If it weren't for the fact they were stranded in open water she would have laughed her ass off. What kind of kid couldn't swim? _Wait Emma, remember, he isn't a kid._ She reminded herself, temporarily distracted as Pan began to speak.

"Isn't it ob-obvious Sa-Saviour?" Pan's voice chattered over her ear, making her shiver against her will. She bristled. "Trying not to d-drown!" Despite his obvious fear, she could tell he was not happy about this either. She couldn't blame him.

Emma growled in frustration and tried to waddle them toward somewhere. Anywhere. She had no idea where she was going or where she was. Surely Pan knew, he had to have caused this!

"Which way!" She asked desperately, feeling as if she were going in circles as she tried to ignore the fact Pan was basically letting her give him a piggy-back ride in an ocean.

"North!" he shouted back, shifting a bit as he added.

"Like the star!?" She shouted as the waves started to get a little heavier on them. She was met with silence.

"What are you talking abo- Just go that way!" He finally shouted, making her wince.

"That was right in my ear you know!" She spit out some water that got in her mouth, thinking very nasty things indeed about the little bastard.

She started that way, silently resenting the fact that Pan probably thought she didn't know her directions. She lived to track, of course she knew which way was North!

She just wanted to know where they were and more importantly: where the rest of Storybrook was.

Lucky for Emma they werne't too far from land.

And it was in that moment that Emma started to realize… they weren't in Storybrook anymore: they were in Neverland.

 _Again._

As they got onto the shore, Emma felt many things deep within her start to swirl. Anger, outrage, fear, confusion and it was all making her want to throw up. Instead of that, however, she decided to do the next best thing.

Spinning around, Emma threw herself down ontop of the one who's fault this was.

"Okay, you little prick, you're going to tell me what the HELL is going on here." She spat, keeping one hand on the boy's chest and the other near his head, keeping herself from completely falling upon him. "Why aren't we in Storybrooke?"

Pan's eyes were dull in comparison to what they were before on the tower. Apparently he had gotten tired out from the waters or else he was hurt. In which case, Emma huffed, backing off him slightly as she tried to read him. Was he even conscious?

"Hey. Wake up. I'm not done talking to you." She grunted, sitting on her knees now as she leaned over him, snapping her fingers infront of his hooded eyes. No response.

 _Great, Pan's out and now I'm freaking cold._ Emma sighs and stands up, shaking her head and putting one hand against her forehead. Now what?

Spluttering sounds came from behind her and she realized that Pan was coming to. Well, that was fast!

Turning around, Emma tensed, ready for anything as the tall male started to sit up quickly.

His eyes took in the shore, the trees and finally Emma before he started to scramble up onto his feet. Pan looked, for about the second time since she'd met him, scared.

"What happened? What'd you do!" Emma couldn't stop and feel bad for the demon, he had caused this. And she was going to figure out a way for him to un-cause it too!

Pan gave her a look that said she was both irritating him and that she was crazy.

" _Me?_ I didn't conjure this!" Pan gestured around. "You're the one who needs to explain a thing or two, Saviour." He looked angry more than scared now and Emma rather missed the other look. It made him look less of an asshole than she knew he already was.

"Look, you little shit, I didn't do anything but try and keep you from casting that curse!" She started, pointing at him, wishing so much that she had her gun on her which she must have dropped. "How are we back here?"

"In Neverland? Well, what an interesting question let me think about that…" Pan began, looking willing before glaring at her fully. "Wait, I don't know! You know why? Because the only way for me to get to and from Neverland is via my shadow which your lovely Ex-Lover trapped for me." He kicked at the sand, his temper obviously on the border of turning into a tantrum.

Last thing she needed really.

"Oh, you mean how you trapped Henry? All those poor kids here?" She vindicated, not able to help herself as Emma started toward him.

"Quite nice for you to bring those up. Really, go on. Let's waste more time and blame me for all this." He spoke in that sarcastic tone that really irked Emma.

"Well what else am I supposed to think coming from the Gamemaster himself?" She said, quoting one of her favorite books- not that she expected anyone else to get the references but her.

"Flattered, truly. I am quite a master at the art, aren't I?" Pan moved away from her, gazing up at the stars brefly as his eyes twinkled. Emma put her hands on her hips, eyes widening in irritation. She hadn't meant it as a compliment.

"Let's be clear here Pan, there are no more games. No more charades, no more any of that while we're on this island. Since you obviously aren't telling me how you managed to get us stuck here in the first place, I think I'll go find some firewood." Emma rubbed her temple some before turning away.

"I didn't do anything!" Pan yelled at her as she walked along the beach toward a grove of trees.

Emma rolled her eyes slightly. _Right, because I'm going to believe anything that comes from the mouth of the one who stole my son from me._

 _A son I can't even get back to now._


	4. Chapter 4

Guest: I'm glad you like the story! I update pretty randomly tbh since my muse can be iffy on me, but I've got loads more planned for this and will update as quick as I can for you and others!3

Chapter 4

Why was this happening?

And why, oh why did it have to happen like _this?_

Pan's thoughts couldn't seem to stop as he paced the shore he'd been left to his own devices on. And how rude indeed! To think- _he's_ the bad guy in all of this!

Looking toward the retreating figure of the one and only Emma Swan, Peter let out a throaty chuckle. _Oh yes, this is quite the charade. Me stuck on my own island with the likes of a Saviour!_ He thought with disdain. How amusing it was though! Not to mention quite the table turner. Maybe he could use this to his advantage yet…

With that, Pan smirked, looking toward the stars, half-wishing his Shadow were here to help him. Alas, there was no time to feel homesick from the devil yet. He had plans to make.

After a while of trudging through dense trees and brush, Peter found himself high up in a tree just overlooking the beach. Despite being hungry and deprived, the stubborn boy did not dare go peddling up to the Saviour for help. Neverland would provide him, it always had. He simply needed to try harder- think harder, that is.

 _Fresh fruit… boiled eggs… chocolate cake.._ He thought, squeezing his eyes shut as he waited. There was no response. "Damn!" He cursed, throwing his legs over the trunk of a thick branch, letting them swing over as he leaned with arms crossed against the base.

A ways below him he heard some light murmuring which bated his ears to listen. After a second or two Peter realized that it had to be Emma.

 _Great_ , he thought, _can I not be rid of her too?_

As much as Peter would act to dislike the Saviour- and why shouldn't he? She (along with that lousy Evil Queen of hers) had foiled his plans to take Henry's heart - he did not all hate her. She was different from the other heroes, she had some sort of spark that the others lacked. It didn't have a name but Pan could some how recognize it… It was like some distant memory floating around his head. A familiar kind and yet it was pleasant.

Lost in his thoughts, Peter didn't realize that he'd been staring at the woman in mind. Something must have given a noise around him because before he knew it she was looking upwards, as if she'd known all along he was up there.

"Hey!" She called in an indistinguishable voice, causing Peter to at once lose his balance and fall promptly from the tree.

A loud gasp came from beside him as he felt pain in his rear end and a flood of embarrassment. That was most definitely _not_ supposed to have happened.

"Oh my god.. Are you okay?" Emma's voice was strained as if the words were hard for her to say. The next were not. "I thought Peter Pan could fly, what, no pixie dust left?" She inquired, not even hiding a smirk.

Pan became infuriated as he shot up at once despite the pain (so foreign to him that he almost forgot what it felt like to even care). "How do you know about pixie dust?" He demanded, quite sure she wouldn't have known it unless Henry or someone told her about it.

"Pfh, calm down man, kid- whatever you are. Everyone knows how that stuff works in my world." She shrugged the question off easily before giving him an evil eye. "Were you stalking me from that tree?"

Pan didn't know whether to laugh or run her through with something, a twig perhaps if it were on hand, so he settled on his wits. "What if I was? Does that make you feel uneasy, Saviour?" He cocked his brow at her and waited. Surely that would give him an upper hand.

Instead Emma let out a short snort-chuckle. "Don't press your luck. I've been chased by creepier prowlers than you, bush-brows." She rolled her eyes and bent down, picking up a few sticks before glancing at him once. "Now if you'll excuse me. I have actual survival skills to maintain."

Pan bristled, not letting her off that easy. "You think primitive firewood will work in Neverland?" Ha! She didn't have the first clue how this place worked. At least Pan had some experience and right now, nothing seemed to be working. Which, undoubtedly, scared the five hundred year old boy yet not enough to make him lose hope of ever getting back the Shadow. "It isn't that simple."

Emma scoffed. "Of course it's that simple."

When they came out in the open Pan saw that she had gathered enough wood to start something. Not a fire, that was for sure.

"Alright then, go ahead. Waste more time, be my guest!" Pan shouldered past her before turning around with a sarcastic smile. "There is no way any fire of yours will ever burn in Neverla-"

Before he could finish the sentense Emma had gotten down on her knees and put her hands over the twigs and just like that, fire sprouted up and Pan was amazed.

"You were saying?" She shook her head and proceeded to get comfortable while Pan stood there with a gaping mouth.

 _She still has magic_ He thought, turning away, as if in exasperation. Things just got a little more complicated.


End file.
